Blush
by midnightneverland
Summary: Warren helps Max with a homework assignment but she becomes a little distracted. A slightly silly and slightly smutty twoshot.


Max lay sprawled against her dorm floor, her science homework spread out before her. Across from her, Warren was trying desperately to explain how to balance chemistry equations. It was going in one ear and out the other. For the life of her, she couldn't understand why she needed to know this. There were general ed. classes and then there were _when-the-fuck-am-I-going-to-use-this_ classes and she did not consider this basic science or something she would need to know on a daily basis. She peered down at her notebook and doodled a fiery building falling on top of a stick-figure Max.

Warren sensed her frustration and shoved his notes on top of her drawing. "No, but look. It's easy. It's just simple math. Algebra is easier than this," he insisted and she couldn't keep up with his furious scribbles of numbers as he spoke. She did notice how close his hand was to hers though. His knuckles were white as they gripped the pencil, clearly lost in the excitement of his favorite subject. Why had she thought asking Warren for homework help was a good idea? Ever since her conversation with Chloe the other day, being around him made her uncomfortable. The girls had been telling her for weeks that he'd had a thing for her and okay, she might have been able to see that, but Chloe always had to go a step further.

"He's undressing you with his eyes," she'd said as she dropped Max off at her dorm that evening.

"What? He is not," Max shouted, smacking Chloe on the leg. She flinched as if she were the one she hit instead of Chloe and Chloe laughed.

"Look," she said, leaning over Max to open the door and point at Warren, who was leaning against a tree and waving at them. He smiled when he met Max's eyes. Max's face flushed with heat and she turned away from him. He was too far away for her to tell and Chloe was making too much of a spectacle for her to focus anyway.

"A smile is not undressing me with his eyes," she hissed and Chloe just rolled her eyes.

"Well, when you're wearing a shirt like that," she plucked at the loose neckline of Max's t-shirt, "any warm-blooded male would go into heat."

"There's nothing wrong with my shirt," Max insisted, glancing down at her stretched neckline that dipped a bit lower than she'd thought it had. It had been one of her favorites throughout the years and she'd used it to dry her eyes for many tear-jerking book scenes. And perhaps it hadn't aged that well, but she'd never considered it something _sexy_. It was just an old shirt. She quickly zipped her jacket and shot a glare at Chloe.

"Max, you need to chill out. It's just a shirt. And honestly," Max took that moment to unclick her seatbelt, "it'd do you some good to get laid." Max snorted a little too loud for her own liking and nearly fell out of Chloe's truck.

"Are you seriously fucking telling me this?" She asked.

"It's just a suggestion." Chloe held out her hands in mock surrender. "You're wound up so damn tight and I'm sure Warren wouldn't mind being your fuckboy."

"We're not having this conversation," Max replied, shutting the truck door. She turned to wave good-bye and caught Chloe's smirk, the tell-tale crinkle of her eyes. The goddamn punk was joking.

"You're so easy, Max," she said, laughing. "You should chill out some though."

"Yeah, yeah," she muttered as Chloe drove away. She couldn't stop from blushing as Warren greeted her. She was afraid she might not ever stop blushing.

"Earth to Max, come in, Max." Warren's hands were waving across her face and she jerked back in surprise. She looked down to see she'd added Chloe to the demolishment of her fiery building doodle.

"Erm, sorry, Warren, what was that?" She asked, feeling like a douche already.

"Okay, let's start again. Something simple. How do we break down water?" His hand was close to hers again. She could even feel its warmth radiating from his skin.

She shifted back a little and cleared her throat. His eyes flickered towards her and she felt the blush crawl upon her skin again. It was ridiculous. She had never really thought of Warren that way. It was like crushing on her brother. But Chloe's words had stirred something inside her and for the past few days she found her thoughts wandering to more uncomfortable situations with him.

"Water," she whispered and she glanced down at his hand again. She found her thoughts drifting again, this time to his hand against the shower wall, droplets clinging to his skin and his knuckles white from their pressure against the wall. The droplets continued up his arm, where the lean muscles flexed as he moved, continued further-

"Okay, I think that's enough homework for now," she quickly declared, gathering her notes into her hands, bumping into his in the process. A tingle shot through her arm, causing the hair on her arm to stand at attention. She absently rubbed at her arms and moved her papers to her desk. "Sorry, just having a hard time focusing. Not all of us were born geniuses, you know." She laughed to mask the shakiness of her voice.

Warren scoffed his disbelief but leaned back against her rug. "I could teach you my brilliance, Maxwell, but then I'd have to kill you." He winked and rolled to his side, rummaging through the stack of dvds at the base of her bookcase. "How about we watch a movie then?"

"I have the last season of Fringe on my laptop," she suggested, both horrified and relieved for the distraction. She wasn't entirely sure being in close vicinity with him was a good idea.

"The last season definitely wasn't one of its finer moments," he groaned but agreed and she heard the bed creak as he flopped down on to it. She felt her cheeks blush again, but brought the laptop over to him. "I mean, the character development was so flat and why did they have to zoom into the future to end the series? And...Max? Why are you sitting all the way over there?" He laughed and Max realized she had parked herself on the other side of the bed from him. She blinked rapidly and let out another shaky breath. "Do I have something on my face?" His smile faded a bit as he patted his face.

She smiled in spite of herself. "No, I'm just a little out of it," she replied and scooted back a few inches. She felt as if she were underwater and Warren's movements were like lightning piercing through the waves. There was still plenty of space between them and he watched her with guarded eyes. She couldn't read his expression, but there was _something_ , and she could practically see the gears turning in his mind.

A slow smile tugged at the corners of his mouth. "Okay, I promise I won't bite. Unless you ask me to, of course." He grabbed a hold of her hand and tugged her hesitantly to her. She felt the tingle shoot through her arm again, this time with much more vengeance. It shook her whole body and she lost her balance as she tumbled towards him. He caught her just before her face met his, his eyes as wide as saucers.

"Sorry," he whispered hoarsely, and his hands gripped her arms a bit tighter.

"I-" she started and she felt her body rise as he inhaled deeply. _Move,_ her mind screamed at her. _Move, get up, scoot over, do something._ She felt the seconds swell between them, felt his erratic pulse through his grip on her arms. His eyes dipped down to her mouth and the tension that coiled in her stomach let go. She leaned into him just as his lips met hers. Fire reverberated through her body, swallowed all her rationale, and left nothing but all the images that had haunted her for the past few days. His hands traveled up her arms and settled onto her shoulders, gently pulling her closer to him. His lips moved slowly against hers as if he were afraid she would break. She did not want gentle. Gentle wouldn't quench the fire running through her veins, pulsing in her lips. Her tongue slipped out to taste his lips and she felt him come unhinged. His kiss deepened, his own tongue reaching out to caress hers and his fingers were now tracing a line down her spine.

He sighed and pulled away hesitantly, his eyes still on her mouth, now swollen and tingling. Her own breath caught in her throat and his gaze met hers, his eyes dark and hooded. He cleared his throat and a blush deepened over his cheeks. "Max, I-"

"Shut up," she whispered and kissed him again, this time with no uncertainty. He knotted the back of her shirt between one fist while the other traced a trail of fire from her back to her side. She let the flames embrace her and felt the blush seep into her whole body. Oh, she was so lost. She was really lost, and she would blame Chloe later, but right now, she just wanted to be swept away. So she closed her eyes and let herself go.


End file.
